Wake Me, When You Need Me
by aceofSpades44
Summary: The World of Remnant, a world under siege. A world teetering on the edge of ruin. A world with little hope. But when the Legendary Spartan lands on the planet, he will give Remnant the one thing it needs the most. Hope. [Reposted from Spacebattles]
1. Planetfall

Amid the inky blackness of space sat a green and blew jewel of a planet. Surrounded by swirling clouds and warmed by the rays of its parent star, the planet served as a bastion of life against the violent expanse of the stars.

Even so, this world was under siege by forces that would see life rendered extinct, it's broken moon served as a reminder of that fact. The people that called this planet home were locked in an unending struggle against their mortal enemies. The shadowy beasts that hunted them, and the defenders that culled them in turn. The world of Remnant was indeed a planet at war. Not a war between nations or peoples, but a war for the very survival of civilization. This is what had been for centuries, even millennia.

And so, it is not surprising that few looked up to the stars. Few looked up and saw what may await them out beyond the welcoming embrace of their homeworld. Fewer still would notice the derelict vessel hurtling towards them.

Yet this vessel was built for war. Cut into amidships, the vessel was largely harmless. Without power and lacking many of its weapons, it could not hope to face anything more than an errant space rock and win.

And yet it carried upon it the greatest soldier in the history of the galaxy.

Upon this ship slept the Hero of Humanity…

-[]-[]-[]-

The Master Chief stirred inside his cryo-pod. His mind was hazy, one of the immediate after-effects of spending time in cryo-sleep. He could vaguely here the voice of Cortana, though her words were muffled as his ears began to thaw. His arms and legs were sluggish, the muscles still half-frozen.

"Chief." The worried tone of Cortana suddenly registered, and he exploded into action. His once sluggish arms moved with lightning quickness as his palms slammed into the curved glass of the Cryo-pod. "Chief! Don't stress your body! You're still shaking off cryo!"

He knew this already. He'd spent decades frozen on ships moving from one deployment to the next. He knew the procedures for cryo, and he knew what his body could take. He would be fine. What he was worried about was the situation he was in.

He was still aboard the _Forward unto Dawn_. They hadn't been found, the fact that there were no Marines in the room was proof enough of that. They were still adrift in space on a half destroyed frigate.

So why was he waking up?

He spotted Cortana's holographic form sitting on a pedestal near the center of the room. He could see her concern on her face. He knew that she didn't feel emotions the same way he did, hers were simulated. But he couldn't help but see that she was worried. Truly worried.

There was a reason she'd woken him.

"Why did you wake me?" He asked the AI, letting his hands fall back to his sides.

"What? No hello?" Cortana quipped, trying to put on a brave face and a smile. Despite being able to process information thousands of times faster than an ordinary human, she wasn't quick enough to fool the Chief. "I would've thought you'd be happy to see an old friend!"

He said nothing. Cortana's shoulders sagged, realising that the Chief already knew something was up.

"I detected a gravitational disturbance on the ships sensors." She said as a control panel winked into existence in front of her. "…Or at least the sensors that _aren't_ offline. My best guess for what I know is that we _might_ be heading towards a gravitational body."

"You're not sure?"

"I _did_ mention the missing sensors didn't I?" She stated. "Hold on Chief, I'm disengaging the locks on your pod. We're probably going to want to get off this ship…"

The Chief heard the locks disengage, and he quickly pushed the door open. The artificial gravity was inoperable as far as he could tell. He pushed himself out of the cryo-pod, floating over to Cortana on the pedestal.

Just as he was about to grab hold, the ship suddenly lurched with a mighty crash, sending the half-ton Spartan hurtling into the far wall. His shields took the brunt of the hit, draining down to about 50% from the impact. Didn't matter, he could take the hit.

"Chief!" Cortana's worried voice cut through the room.

"What happened?!" He barked, his mind already going through hundreds of scenarios. Were they under attack? Was it the Covenant? No, they had a truce with the Elites. Didn't discount the Brutes though, maybe it was them. Was the _Dawn_ more damaged than they thought, and the ship was finally falling apart?

"I'm not sure. I think we just hit something big. I'm getting nothing from the starboard engines. They must have fallen off!" Cortana reported, the data streams running up and down her form frantically shifting and rearranging as she processed what information she was getting. "Chief, yank me! We need to get out of here."

The Spartan launched himself back at the pedestal. This wasn't a lazy drift over to Cortana, if he missed he'd find himself smacking into the wall on the other side. But a Spartan doesn't miss, and he grabbed hold of the pedestal, legs swinging around as he tried to stop his momentum. Without pausing, he pulled Cortana's data chip out as her form retreated, quickly slotting into the back of his helmet.

"Marking the nearest escape pods Chief! Go!" The AIs voice resounded in his head. He was already moving, kicking off the pedestal and out into the hallway. He could hear the _Dawn_ groaning as its superstructure began to tear itself apart. The Impact had knocked the ship into a spin, and with no atmosphere to slow it down, there was a good chance the ship would keep spinning until it fragmented.

The Chief kept moving through the various corridors, avoiding damaged portions of the ship whenever he could. He didn't stop to catch his breath, he didn't need to. He rarely ever needed to. But more and more he kept running into dead ends, and more and more the interior of the ship began to show the damage the spin was beginning to inflict on the already damaged vessel.

Chunks of metal plating would shift and warp, sometimes even fall off and bounce around the corridors. Exposed wiring blocked off other paths, sparking with enough raw energy to completely fry his shields in an instant.

He was rapidly running out of time and he wasn't reaching the escape pods fast enough.

"Faster Chief! We need to get out of here!" Cortana ordered, frantically searching for alternate route to the escape pods. Even her efforts didn't amount to much, as by the time they reached the alternate route the ship had only suffered more damage, and they'd find it blocked.

And eventually, even the Master Chief's astounding luck failed him. A bulkhead suddenly ripped out of the wall just as he crossed in front of it. He had no warning, and not enough time to get out of the way. It crashed into him with enough force to stun him and drain his shields down to nothing. The bulkhead carried him along on its journey down the hallway, spinning end over end as it slammed into the walls along the way.

The Chief tried to recover, only to be met with a wall to the face as he tossed himself down and away from the tumbling piece of Titanium-A plating. He kept going, his own momentum carrying him after the bulkhead and dragging him clear off course from the escape pods. His chances for getting out of this ship alive had gotten considerably slimmer.

"Chief watch out!" Cortana shouted. He looked up in time to see a massive coolant pipe come tumbling after the bulkhead, right into the path of the Spartan. He barely had time to throw himself out of the way as it came spinning past.

"Chief we we're running out of time!" Screamed Cortana. "We need to be at those escape pods _yesterday!_ "

"I know." He asserted as he began pushing himself back up the hallway towards the escape pods. He still had time. It would be close, but he could still make it.

And then the hallway collapsed as the ship fell apart around him. The corridor sheared itself in half, huge chunks of rent metal flinging themselves in all different directions as the ship itself screeched in agony. One of those chunks came hurtling at him, and by the time his mind registered it, it was far too late. It slammed into his helmet, and even though his shields had replenished, they didn't save him.

The momentum of the strike was enough to send him hurtling backwards as the hallway behind him fell apart. Exposed wires caught the Spartan and wrapped themselves around his arms and legs, somehow managing to pin him to what little of the walls remained.

"Move Chief!" Cortana was screaming at him. She could do nothing to help. It was all on him, and try as he might he just couldn't fee himself from the tangling cables. His own superior physique and powerful Mjolnir Armor were no match for the binds that now held him in place.

"CHIEF!"

-[]-[]-[]-

On the surface, no one was even aware of the chaos going on above their heads.

After all they weren't even aware of the small child lurking in the shadows. The child owned the night, this was where she was in her element. It didn't hurt that no one would spare her a second glance as she went about her work.

She let a small smile grace her lips as she eyed her prize. Sat in the displace case of a local shop was the nicest piece of kit that anyone on the frontier could hope to get their hands on. It would go a long way to improving her collection.

The tiny black square was far beyond her price range of course, but she had a cunning plan. One she'd perfected over years of business.

She glanced down both ends of the street, watching for anyone who might be out and about at this ungodly hour. No one, she was in the clear. She quickly skittered across the street, ducking into the alley next to the store. The shopkeeper had gone home, and had locked the place up tight.

Too bad she knew how to beat those locks. Few things on the frontier towns were high-tech.

She came to the back door of the shop, and began digging through her pack for her tools. Grabbing her lock-picks she settled down in front of the door, keeping her ears open for any sign of people or animals that could ruin her master plan.

She got through the locks without much difficulty and entered the store. This was the back room, where the shopkeep kept the inventory. She wouldn't find what she was looking for here. Something so rare would likely be the only one they had. So she kept going, stepping through the door that separated the store room from the back.

She spotted her prize, still sitting in the display window. She kept low to the floor, walking forward in a crouch to keep people from seeing her from the outside. It lessened her chances of being caught by a passing guard watch.

There it was, within arms reach. The small, grey half-sphere with a pane of glass on the top. She grabbed it, taking care not to disturb the rest of the display. With luck, most passersby would believe that the shopkeep had brought it into the back for safe-keeping during the night.

She shoved her quarry into her bag, and slipped back out the way she came, carefully shutting the doors behind her. Odds were that nobody would notice anything was missing until they realised they couldn't find the item in the display window.

She hurried through the various alleys between the small buildings of the village, trying to put some distance between her and the shop. You never truly knew if your plan had worked. She found one of the taller buildings of the village, and quickly clambered up the fire escape to the roof.

She pulled herself up over the lip of the building, reaching up and pulling the hood of her jacked down off her head. The small round ears on top of her head could now welcome the night, as her short, coarse black hair shuddering under the cool nighttime breeze.

"Heh, without a hitch." She congratulated herself as she pulled her prize from her bag. She gave it a quick once over as the cool metal glinted in the moonlight. She grinned, the prize she'd been eying for the past week was now in her hand.

She quickly placed it back in her bag and moved towards the back of the building. She came to the edge of the roof, and hopped down onto a lower level. There she found a small, cobbled-together structure that roughly approximated a shelter with the entrance obscured by a waterproof tarp. She entered it, pushing the tarp out of the way.

She flicked a switch, and the single light bolted to the roof flickered on. "Hey I'm home!" She muttered in greeting. There was no one else in the room. What was inside was a small crate, a well used and messily-kept sleeping bag, a small refrigerator and a collection of computer parts plugged into a set of Dust Cells.

Home sweet home for Grun Beldwann.

She sat down cross-legged in front of the pile of computer parts. They were connected all right, bound by wires without any rhyme or reason other than they eventually connected to an old keyboard, and a crappy monitor that for all intents should be found in a scrap pile.

Then again, maybe it kinda was.

Grun ulled her prise back out of her bag, placing it down on the crate that held the electronics and plugged two cables into the ports at the back. Then she shifted over to the keyboard, fingers gliding as her eyes focused on the command lines appearing on the monitor bolted to the wall.

Eventually the lens of the small half-sphere began to glow with a cool blue light. Now she knew it was working. She typed in a few more commands, and suddenly a small image sprang to life above the small projector.

It was a picture. It showed three people, a short kindly looking woman with long black hair, a tall broad-shouldered man with a playful smile on his face, and between the two of them stood a small girl looking positively cheerful in the summer daylight, what with her big goofy grin.

Grun gave the picture a small smile, leaning until the image encompassed her entire view. "Hey Mom, hey Dad." She said softly. "Been a while huh?"

A moment of silence passed in the room before she spoke again. "I've been good. Trying to stay out of trouble as best I can." She lied. "I remembered the stuff you guys taught me and I'm doing alright. Things aren't peachy, but when is anything perfect?"

Another pause.

"Yeah, I know, but you guys don't need to worry about me. I'm a big girl now! I can take care of myself! And I'm in one of the bigger villages now, so if the Grimm show up I've got people to watch my back."

She paused again.

"No mom, I didn't find other people to stay with… I couldn't do that to you guys." She chuckled, letting her gaze fall to her lap. "Well…I should probably get some sleep. It's kinda late and I got a big day ahead of me tomorrow."

She reached up to the power button for the projector. "Goodnight! Sleep Tight!..." She paused. "Yeah, don't let the bedbugs bite, I got it Dad." She pressed the button and the image vanished.

Grun quickly began to get ready for bed, kicking off her shoes and pulling the sleeping bag open so she could slip inside.

Her ears perked up as low rumbling booms rolled through the air. Those were explosions, somewhere off in the distance. Sometimes Huntsmen used explosive weapons, might be one just passing through the area and ran into a pack of Grimm on the way.

Then the room started to shake, and the air itself began to rumble.

 _That_ wasn't a Huntsman.

She dashed outside to see what was going on. Her jaw dropped as streaks of fire fell from the sky over the village. She could here panicked shouts as people down below ran outside much like she had and saw the fireballs roaring across the sky.

One of them broke apart on its way down a loud _BANG_ slicing through the air and forcing Grun to cover her ears as best she could. She kept watching as they came down low over the forests outside the village, crashing into the earth with a series of booms that shook the very earth beneath the villager's feet. The balls of flame set the forest ablaze, the glow bright enough to rival that of the morning sun.

There village was left in stunned silence. After all that, Grun found the sudden quiet eerie. She couldn't take her eyes off the now burning forest in the distance. Meteor shower, that's what it was right? Some people thought that meteor showers were bad omens, especially out on the frontier. They say that they attracted the Grimm.

Blood curdling howls rolled through the air, adding to the effects the fireballs had caused. Grun froze. She knew those howls. She knew them all too well. Beowolves, and a lot of them by the sounds of it. The villagers down below began scrambling to and fro, trying to grab what they could in preparation to fend off an attack.

Apparently, the Grimm _were_ attracted by meteor showers. Grun ducked back into her shelter and grabbed her shoes, slipping them back on before hurriedly grabbing whatever she could and stuffing it into her backpack. Food, tools, and her pile of electronics, all but ripping the old monitor out of its makeshift mounting. She didn't have a lot of time to get to the evacuation points before they started moving.

She'd have to book it to make it out with them.


	2. A Grimm Fate Awaits

The Master Chief regained consciousness pinned underneath a large slab of armor plating. It wasn't particularly heavy, and it was easy enough for him to simply throw it to the side and sit up from where he lay.

He was surrounded by wreckage left over from when the _Dawn_ split apart. Flames licked at the edges of rent pieces of metal scattered around the crash site. Fallen trees lay crushed under massive pieces of frigate, burning as the extreme heat from the impact set them ablaze.

"You okay chief?" Cortana asked. Her tone was calm, the immediate danger must've passed.

"I'm fine." He reported, standing up from his sitting position. "Are you alright?"

"I'm still talking to you, aren't I?" She quipped.

He nodded before taking another quick scan of his surroundings. Still more wreckage, still more fires. No hostile movement that he could see. He could also see a broken moon hanging in the air, and while it momentarily confused him, he didn't dwell on it for long. "Where are we?" He asked the AI as he spotted an unopened and miraculously intact weapons locker.

"No idea I'm afraid. I would've remembered a planet with a shattered celestial body parked in its front yard." Cortana replied as he made his way over to the weapon crate. "We're on a planet of some kind, though its exact nature is unknown. Good news is it has a breathable atmosphere, so we won't need to run on limited air."

"We?" He asked, opening the weapon crate and pulling out an MA5 assault rifle and an M6 magnum.

"Okay, _you_ won't need to run on limited air." Cortana deadpanned as he checked the weapons for damage before clipping the pistol to the magnetic plate on his thigh. "Getting back on track, I _can_ tell you that I'm picking up some garbled transmissions. Wherever we are, it's inhabited."

"Hostile?" He picked up a few spare ammo magazines, slotting them into compartments in his armor.

"No idea." Cortana admitted. "Honestly the signals are weak and scrambled enough that I can't make heads or tails of it yet."

"Chance it could be damaged equipment from the _Dawn_?"

"Slim. Unless our impact zone extends 47.6 kilometers due south." She stated. "Honestly Chief our best bet to figure out where we are lies with those transmissions. If you can get me closer, I might be able to pull something useful from them.

The Chief nodded. They were stuck on an unknown and possibly hostile world. Intelligence would be invaluable. "Cortana, set a waypoint."

A blue diamond shaped icon appeared on his HUD. "Done." She paused. "Actually, you might want to get moving Chief, I'm picking up some movement. No idea if it's hostile or friendly."

The Spartan checked his motion tracker, and sure enough he saw blips hovering near the edge of his detection range. With no way to tell if they were hostile the blips appeared highlighted in white. He'd need to keep his eyes open so he didn't accidentally shoot a local resident of the planet.

He was a soldier true, but he didn't need to be making enemies right out of the gate.

So, the Spartan walked, moving around the debris left behind by the _Dawn's_ impact towards the waypoint. He kept his rifle at the ready as the blips remained on his motion tracker. Whatever it was, they were moving with him. They knew he was here, and they were shadowing him. And yet he couldn't see anything, there was too much wreckage to get a clear line of sight on whatever it was.

It was setting off warnings in his head.

Whatever was following him was likely hostile.

He eventually made it to the edge of the debris field. Which opened into a large clearing filled with half-burned, blasted, and fallen trees. Likely the blast-wave from the impact had scorched them black and tossed them to the ground.

Now he had a much clear line of sight, and he had a weapon. Whatever was trying to shadow him would be having a tougher time of it if they wanted to stay hidden. The Spartan kept walking, eyes shifting between his motion tracker and the surround trees.

He saw movement, but it stuck to the shadows and the cover offered by fallen trunks. He only got a brief look at whatever they were as he walked. He caught black fur, and white shapes. Beyond that he couldn't ID what they were.

But he knew they were circling him, trying to surround him.

They were likely readying themselves for an attack.

"Chief…" Cortana's warning tone resounded inside his helmet as he raised his rifle.

"I know…"

One of them crawled over a pile of fallen logs ahead of him, standing on all fours in the Spartan's path. Its long lupine snout was twisted into a permanent snarl, white teeth glinting in the light of the moon and dying flames. Its body was misshapen, like the cross between man and beast and looked to be about as big as an Elite. Its front paws ended in long claws, each easily the length of the Chiefs combat knife. Bony white protrusions jutted out of its body in various locations, and a large skull-like mask sat on its face where two blood-red eyes stared at him.

More of them slowly appeared around him following the first, crawling over wood piles in the same stalking gait of predators getting ready to pounce. They were all around him, slowly getting into position, howling and snarling as they readied themselves for the hunt.

The Chief wasn't afraid of these things. Cautious maybe, but not afraid. Fear had been beaten out of him a long time ago. He'd faced the Covenant and won. He'd faced Halo and won. He faced the flood, and _won_.

Whatever these things were, they didn't scare him. He'd seen worse before.

But they were a threat, they were between him and his objective, and there were twelve of them surrounding him.

"So Chief, you thinking what I'm thinking?" Cortana asked. He didn't answer, keeping his sights trained on the creature around him for any sign of attack. The first creature tipped its head back and let out a howl, joined soon after by its compatriots. The AI gave an amused huff at the display.

"They should've brought more!"

The Spartan opened fire on the first creature, his rifle pumping lead into it as it staggered backward. It was wounded and surprised, but not dead.

Another leapt at him from the right and he switched targets, firing a quick burst into its center of mass as he dodged out of the way. It crashed to the ground in a tangle of limbs, whimpering at its new wounds.

The others were hot on its heels, and the Chief knew he didn't have enough time to sight up another target without getting struck from behind by another. He wasn't willing to test his armor against them if he could help it. The Mjolnir's shields didn't have the best track record standing up to a melee fight. He'd need to keep moving.

He rolled out of the way as another creature smashed into the spot he'd been not moments before. Another tried to take a swipe at him with its powerful claws. He ducked under the strike before unloading a burst into it's chest a point-blank range. He spied another on his motion tracker trying to get in behind him. He spun and met it with another rifle burst to its face, sending it staggering backwards howling in pain.

The fight wasn't going well already. He could see that. He was only hurting these things, not killing them. He needed to thin them out if he wanted the best chance to make it out of this fight alive. His rifle was almost out of ammo, and he'd have to swap mags. He doubted these things would give him the breathing room to do that.

CQC it was then.

Two creature charged at him, one reeling back to deliver a swipe to his head. He emptied the clip into its head, trying to score a kill shot. If the pained whine it let out was any indication it didn't work and only succeeded in stunning it.

The other one went for his legs, swinging its large paws at his feet to try and catch him off guard. He backflipped over the strike, attaching the empty rifle to his back and drawing his combat knife, lovingly dubbed the "Helljumper Toothpick" by the UNSC.

It tried to go high as the Spartan fell into a combat stance. Its guard was open, it had no technique, only animalistic instinct guiding its strikes. The Chief lunged, avoiding the strike as he buried the knife into its lower jaw. The Titanium edged weapon practically glided into the creatures flesh, like it was always meant to be there.

The creature wasn't dead, but it was in pain based on the yelp that came out of its maw. The Spartan wasn't done. Gripping the knife, he lifted the creature over his head and slammed it onto the ground. His boot came down, and the strength of a Spartan-II supersoldier decked out in a half-ton of Mjolnir flattened its head with a loud crunch.

Another came at him and was met with a fist to the snout, the impact sending cracks spider-webbing across the front of its mask. The Chief's knife was soon buried in its neck, and with a heave, the Spartan tore out its throat, leaving it to choke on its own blood.

Two down. Ten to go.

The other creatures held off their attack, again trying to circle him. They were acting more cautiously, having just seen two of their number meet their end at the hands of the Spartan. So there was an intelligence to them after all.

He didn't let them plan their next move, he needed to end this fight quickly. He charged the closest creature, tucking in and slamming his shoulder into the creature's gut. It was knocked clear off balance, stumbling backwards as it tried to counterattack. The Chief reached up, grabbed it around the neck and jerked it violently down. He heard the sound of snapping bone as the creature went limp.

Another lunged for him with its arms spread wide, trying to tackle him to the ground. He dropped, letting it sail over his head. He drew his M6, aiming at the head of another charging creature. He pulled the trigger and was rewarded with a howl of pain as its left eyes was hit by the round. The Chief pounced on the wounded creature, jamming his knife through the white bone of its face.

The Chief spun and unloaded two shots into another creature, keeping it from engaging him and giving him the space he needed to fight off the one that had tried to tackle him earlier. It came in with a wide right hand swing. It was sloppy, uncoordinated, a pattern that was rapidly emerging among these creatures.

He stepped into the strike, his forearm rising and deflecting the strike over his head. His shields flared, dipping to 60% charge. They hit as hard as Elite did, but they couldn't accurately place their strikes. His shields might last a bit longer in a stand up fight with these things.

He stabbed it in the throat, burying the knife all the way up to the hilt. He heard snarling from his right as another creature lunged for him. He picked up the one now dying on the end of his knife by the midsection and hurled it into the path of the oncoming beast. The two bodies tumbled to the ground, only one of them still alive enough to snarl back at him.

The Chief unloaded more rounds form his pistol into another, staggering it long enough to finish it off with his knife. Many others fell the same way, soften them up with the magnum, end them with the knife, until there was only two of the creatures left.

To their credit, they didn't break and run. He wasn't sure if it was through courage of an animalistic desire to kill the Spartan for ending their pack mates. It was a lot like the Covenant in a strange way.

His magnum was out of ammo, now resting clipped onto the magnetic plate on his thigh. He was down to the knife for now until he had a window to reload his weapons.

The creatures both charged, howling in rage at the Spartan. Their clawed feet kicked up dirt as they ran at him on all fours. It gave them speed, and it gave them a lower center of gravity.

It also placed their heads in range of the Chiefs boot, as one found out the hard way. His boot impacted with enough force to snap the skull-like mask in two at the snout, pushing the bone under the second half and into its brain. It crashed to the ground as the chief sidestepped the strike from the second one.

It lunged again, this time determined not to give the Spartan a moment to counterattack. It discovered, much like the Covenant that came before it, that Spartan's had exceptional reflexes gifted by their own superior biology and Mjolnir armor.

The Chief found his blade jammed into the creature's chest. It howled in pain before the Spartan applied his half-ton weight to push it over onto its back. The knife found its mark again as he jammed the knife into the side of its head, missing the bony face plate completely.

The Spartan stood up, checking his surroundings for any sign of more of the creatures. His vision was clear, no movement of any kind. His motion tracker was reporting the same.

"Well that was interesting…" Cortana said as he began reloading his weapons. "Now we have hostile fauna to deal with!"

"We'll manage." He assured, slamming a fresh mag into his assault rifle and shouldering the weapon.

"Never said we wouldn't Chief." The AI stated as he began to move out towards the waypoint. The Chief didn't spare the creatures a second glance, they were dead, that's all that mattered.

Apparently, Cortana didn't feel the same. "Hold up." He stopped as the waypoint suddenly shifted to another location. It hovered over one of the creatures he'd killed. "Well that's interesting…"

Wisps of black smoke rose from the corpse only to be further swept away by the wind. As the smoke rose away from its body, the creature itself began to vanish. It was dissolving right before his eyes. He gazed around at the rest of the dead creatures and found more of the same.

Now he was curious. "What are these things?" He asked Cortana.

"No idea." She replied in that tone of voice that told you she was already thinking of possibilities. "Definitely interesting though." The two stood in silence as they watched the creatures disappear before them. "Come on Chief, we need to keep moving."

He nodded turning towards his original waypoint. Hopefully they'd find out where they were and what was up those creatures.


	3. They Must Love the Smell of Green

The Chief found himself in a heavily wooded forest, marching steadily towards Cortana's waypoint. He was growing concerned with his ammo situation. There were more of those mysterious creatures everywhere, and they seemed to be appearing in increasing regularity the closer he got to the signal Cortana was picking up.

Still didn't change the fact that these things attacking him could take a bullet. He was burning through his ammo faster than he would've liked, and soon he would be down to just the knife and his fists if things continued the way they did. Oh, he could still kill them with the MA5, it just took him the same number of rounds as trying to kill a Brute by shooting it in the chest. At least brutes had the decency to keel over from headshots.

Then he heard them. The Screams. The same kind of screams he'd heard all too often during the Covenant War. Panicked screams of civilians trying to get away. Trying to get somewhere safe as their world crumbled around them.

He couldn't see the source of the screams but he knew which direction they were coming from. His own sense of hearing combined with the auditory sensors on his Mjolnir armor we sensitive enough that he could figure that out in the time it would take you to blink.

Good news was that he was already heading in that direction. No more steady marching, now the Chief was running. It wasn't a full on dead sprint, the waypoint showed that he was still a good 25 kilometers out from his destination, and he didn't want to run the risk of combat fatigue before he knew what the tactical situation was.

Still, 48 kph was a pretty good pace if he could say so.

He ran into more of those creatures, usually alone or in small groups of three. With his ammo situation the way it was, he didn't open fire. No reason to waist ammo if he could help it. Instead he went in with the knife before moving on.

As he got closer, he began to smell ash and soot through his helmet. Fires, likely caused by whatever was assaulting these civilians. He was willing to bet that these creatures were somehow involved.

Now, being stranded on an alien world without contact with the UNSC might cause someone to stop and think about their situation. He was operating under the assumption that these civilians were human. What if they weren't human? What if they were a local alien civilization?

Didn't matter to the Master Chief. All that mattered was that they needed his help.

He just needed to get there.

-[]-[]-[]-

Grun was running as fast as her legs could carry her through the alleys and streets of the village. She could hear them, the roars and howls of Beowolves as they chased down the villagers fleeing for their lives. She'd barely been on her way when they'd broken into the town. The guards had tried to put up a fight, but it had crumbled under the sheer weight in numbers that the Grimm were fielding.

There were no safe areas left, pretty much everywhere was overrun.

So she ran. She ran and hoped that she could avoid the marauding Grimm until she could make a break for it. Her heart was pounding in her ears and her legs were burning, but she couldn't stop. She had no choice, she had to keep moving.

She ducked into an alley, vaulting over a crate lying in the middle as she kept moving. She could hear more Beowolves behind her. They were getting closer.

Her vision was blurring.

She felt wetness on her cheeks.

She didn't want to die.

She heard a howl behind her and turned to see a Beowolf round the bend in the alley and hop over the crate. _It was after her!_

Grun pushed her legs as fast as she could, trying to get some distance between herself and the Beowolf. She had to outrun it. She had to get away, or she would die.

The Beowolf kept after her even when she rounded another corner and kept running. She led it on a wild chase through the maze of streets and back-alleys, trying to shake it off her tail. It still followed, and it was gaining.

 _She was going to die._

So desperate was she that when she found a hole in an old house big enough to crawl inside she dove for it, slipping inside just as the Grimm slammed into the wall. She now found herself in a small hollow space inside the house's foundation, just large enough for her to stay out of range of the Beowolf's claws.

She had nowhere to go anymore, the only exit blocked by a Beowolf. A Beowolf that was now trying to tear chunks out of the opening and widen it enough for it to reach in and grab her.

She screamed as one of its claws managed to nick her foot, cutting through her shoe and slicing into her skin. She scrambled backwards as far as she could, trying to get away from the Grimm. She clutched at her injured foot, trying to will the pain away as the snarling Beowolf tried to force itself inside.

Tears streamed down her face as the monstrous creature tried to force its way inside the small space. Concrete was torn away from the wall as its claws gouged huge channels in the dirt. Her eyes were locked onto the long, sharp teeth lining its mouth whenever its head became visible.

It managed to get its snout into the opening, reaching inside with its massive hand-like paws. She screamed again as the monster's claws wrapped around her ankle and began dragging her towards the opening.

"NO! LET GO! LET GO!" She shrieked, repeatedly kicking at the Beowolf's claws, trying to get it to let go of her leg. He hands scrambled at the dirt, trying to find something to hang onto. If she was dragged out of that opening, she was dead.

Suddenly the Grimm froze with her feet sticking out of the opening. With a yelp, the Beowolf was suddenly yanked away, pulling her legs out of the hole completely before its claws leg go of her ankle.

She scrambled back inside the hole, not even paying attention to how much her ankle was bleeding. She heard the Grimm fighting something outside. She heard it snarling and growling amid grunts of exertion that sounded human. She heard gunshots, and the sound of a Beowulf whining in pain before the sound suddenly cut out. There was a loud thump, and the arm of a Grimm fell flat on the ground outside the hole.

Grun didn't dare leave the hole. She didn't want to chance that there were more Grimm out there. She was going to stay in the hole and hide from the Grimm until they left. There was no way she was-

A large, green, armored boot suddenly appeared outside her hiding spot. The footfall was heavy, with a muffled "thunk" as it hit the dirt. Grun flinched. Did they know she was here? Whoever it was crouched down outside the hole. Whoever it was, they were heavily armored based on what she could see, their legs covered in olive green angular armor attached to a black bodysuit.

"You can come out now." A deep voice came in from outside. "You're not in danger." A gauntleted hand reached into the space. She sat there, not yet willing to abandon her hiding spot. Then again, she'd almost met her end to a Beowolf in here…

She was about to crawl over to the hand when the howl of another Beowolf caused her to freeze. The hand suddenly disappeared from the hole, the person on the other side standing up to fight off another Beowolf attack. Again she heard the sound of gunfire. A long burst from an automatic weapon just outside the hole caused her to cover the sensitive ears on top of her head while pressing her arms to the side of her head to protect her less sensitive human ears.

The weapon went silent, coinciding with the dying whines of the slain Beowolf and Grun uncovered her ears. She heard a succession of metallic clicking noises followed before the person outside once again knelt outside the hole and held their hand inside. "You can't stay there. There's more of these things."

Grun nodded once to herself. He was right, whoever he was. She _couldn't_ stay here. The Grimm would find her and they would kill her. Her best chance was with this person who'd just killed two Beowolves. Checking to make sure her bag was still secured around her shoulder she crawled over to the outstretched hand, hissing through clenched teeth as the dirt went into the open wounds on her feet.

The person's grip was strong, his fingers wrapping tightly around her much smaller hand. It didn't hurt, their hold wasn't quite that strong, but it was enough to be reassuring. They didn't yank her out of the hole, instead guiding her out with a slow and steady pull.

Exiting the hole, Grun finally came face to face with the person that had saved her. Or she would've if she could see his face.

Instead she found herself staring at a golden yellow visor which reflected her face right back at her. The person was clad head-to-toe in heavy armor plating, heavily angled and colored the same olive green as their boots. The chest plate had a massive gash on the right side, looking less like something had clawed at it, and more like somebody had partially melted the armor.

And he was _huge_. Grun would be the first to admit that she wasn't the tallest person around, even among the other kids in her age group, but this guy was the biggest person she'd ever laid eyes on. As he stood up, pulling her to her feet with him, she couldn't help but get the impression that this man could break her over his knee if he really wanted to.

But the way he carried himself, the way he moved, the way he'd gently pulled her out of the hole, the way he'd gripped her hand…

She didn't feel like he wanted to hurt her. If anything, she felt like he wanted to do the exact opposite.

He was here to protect her.

Was he a Huntsman of some kind? She had no idea, but she was willing to follow him if it kept her alive. She had a gut feeling that sticking close to him would get her out of here.

-[]-[]-[]-

"Well…that's not something you see everyday." Cortana commented in his ear as the small child crawled out of the hole she'd been hiding inside. The child looked to be about 10 or 11 years old, with shoulder-length coarse black hair on her head and green eyes. She wore a green hooded jacket and grey cargo pants and had a backpack on her shoulders. Her black shoes were ruined, blood was slowly trickling out of gashes on her feet and her clothes had seen better days.

But it was the second set of small round ears covered in black fur sitting on top of her head that had surprised the Chief. This girl wasn't human, or perhaps she was human and this planet had experimented with extensive genetic modification in the past. As far as he was concerned, that little fact was of secondary concern. She was a civilian, and very obviously frightened.

That made it his job to keep her safe.

He pulled the girl to her feet as he stood up. She stepped gingerly on her wounded feet, obviously in a fair amount of pain. Still, she was toughing it out, and considering her state, that was something that could be commended in someone so young.

"You alright?" He asked, nodding to her injured feet. The girl looked down at her injuries before looking back up at him. She shrugged, trying to mask her fear with a small smile. He knew how to read people, and she wasn't fooling him. Though it looked more like she was trying to reassure herself more than anything.

"Yeah." She answered. "I'm fine. I've had worse."

"She's not fine." Cortana interjected from inside his helmet. "Those injuries look pretty nasty. Shouldn't kill her, but I bet it hurts."

He'd come to the same conclusion. While he and his fellow Spartan's were used to pain, and had been trained to power through it, he knew that other UNSC personnel and especially civilians weren't used to doing the same. Those injuries could slow her down.

"Can you run?"

The girl looked down at her feet again, slowly shifting her weight from one foot to the other. She hissed in pain as she placed her weight onto her left leg, the one with the injured ankle. She looked up at him and shook her head. "No. I can walk but I don't think I could run. Ankle hurts too much."

In moments like this, he'd give her emergency pain medication from a medical kit to help her deal with the pain, but he didn't have a medical kit on him. Which meant that she was going to be in pain and unable to run.

That would not only slow him down but, more importantly, make her an easy target for these creatures.

Not an option.

He gave her a quick nod of acknowledgement before turning his back to her and getting down on one knee. "Climb on." He told her. "I'm getting you out of here, but I can't do that if you can't run."

She hesitated, not surprising considering she likely had never laid eyes on a fully armored Spartan before, but she quickly clambered onto his back, wrapping her legs around his waist and her arms around his neck.

"Aw, isn't this cute! She likes you!" Cortana teased on internal speakers. He ignored the AIs little jab. He had more pressing issues to worry about.

"You're armor's not exactly comfy." The child said, trying to make a joke as she tried shifting to a more comfortable position.

"Noted." He replied. He stood up when she stopped shifting and settled in. "Hang on." He warned, before he took off in a dead sprint. He heard a surprised yelp from the girl on his back and felt her arms tightening around his neck.

He switched his attention to his current situation, surrounded by burning buildings in a town that was presently being overrun by more of those creatures. "Cortana, scan for life signs." He order, switching off the external speakers in his helmet.

"On it Chief." The Ai replied. "There, 15 meters to your left. I'm picking up five life signs." A waypoint appeared on his HUD and the Spartan changed course, ducking around a corner and emerging on an empty street.

He saw his target, a family of five running inside the torn-up front of what had once been a restaurant of some description. They were being pursued by three of the creatures, the strange easts running on all fours towards the family. They were gaining, and there was little chance their victims would find safety before they attacked.

The Chief slowed his pace, shouldered his assault rifle and opened fire on the closest creature. A long burst from his rifle killed it, causing it to flip end over end as its front paws gave out under it. He'd quickly closed the distance when he switched targets, opening fire on the second creature and killing it at close range. The last creature was dispatched with a quick series of blows. One punch to stomach to the elbow, to deflect the strike it tried to throw at him, another to the chest to stagger it, and a third to the skull to kill.

Like so many others he'd ended, these creatures began to fade away in wisps of black smoke as he turned to the family, huddling together in the front of the store. They were frightened, but all eyes were on him and the child clinging to his back.

The family consisted of a mother and father, two teenagers, one female the other male, and a small boy barely over five years old being held in the mother's arms. They were human as far as he could tell, lacking the extraneous body parts that the girl on his back had. The only problem was the pigmentation. The woman had dark blue hair, a trait seemingly shared by the child in her arms. The father had red eyes, and all three children shared that trait.

As far as he knew, these were outside regular human norms.

No time to question it. He had to get these people to safety.

"Is everyone alright?" He asked the family.

The father nodded. "Ye-yeah. Yeah we're fine!"

"Who are you?" The woman asked, wide-eyed. She clearly didn't know what to make of him. "Are you a Huntsman?"

Huntsman? Possibly a local group, perhaps a militia unit of some renown. "No ma'am. Master Chief Petty Officer Sierra-117." He replied. "UNSC Navy."

The family gave him a questioning look. Did they not have contact with the UNSC?

"Well _that's_ not a mouthful." He heard the child on his back mutter.

"Smooth, Chief." Cortana said condescendingly in his ear. "I'm pretty sure you're answer just gave her three more questions."

"No time for that." He said to the AI before switching his external speakers back on to address the family. "We need to move. Follow me and I'll get you out of here."

The parents and the two teens nodded as the family exited the storefront to join him in the street. "Chief." Cortana piped up in his head. "I'm picking up more life signs. A lot of them, at least twenty. Marking them on your HUD." A waypoint appeared behind the store the family had just exited. The distance marker placed it at 137.6 meters away.

"Understood Cortana." He said. "Keep me posted on any other life-signs along the way."

"Copy that Chief."

He nodded to the family. "You ready?"

"To get out of here?" The mother replied. "You bet we are!"

The Master Chief nodded, motioning for them to follow him as he set out towards Cortana's new waypoint. Hopefully he would make it in time to save those people.


	4. Last One In Get the Door

Chief continued through the town towards Cortana's waypoint, occasionally engaging more of the creatures when they tried to attack the family or the child clinging to his back. From what the AI was telling him, the group had found some kind of defensible position. They hadn't moved since she'd picked them up. He needed to get to the larger group of people his suit's sensors were picking up before they got overrun by these creatures. Considering how many of these monsters he'd run into already, he figured he was already running against the clock.

Another thing that was concerning him, was that he couldn't keep an eye on his newfound charges and keep an eye open for the creatures at the same time. He may be a Spartan, and his suit did have a motion tracker, but he still had to rely on the mark one eyeball. But he could only look in one direction at once, and he could only aim his gun in one direction at a time.

So, the faster he could get these people to a larger group in a defensible position, the better able he'd be to do his job.

The Chief led his small group through the streets, moving around rubble from damaged buildings. One of the creatures suddenly bounded around the side of a building in front of him. Some of the children screamed as the Spartan brought his assault rifle up and emptied half a clip into it. It slumped to the ground dead, riddled with holes.

He went over the list of ammo he had left in his head. Two mags for the MA5 with another half in the gun, six mags for the M6H, including the one in the weapon. No grenades. 80 rounds for the assault rifle, and 48 for the magnum. Which left each weapon, if he averaged out how many rounds it took to kill these things, about five and eight potential kills for each weapon.

Far fewer than he would like, and he hadn't run into any weapons or ammo he could swap to lying around. He'd have to make do with what he had.

So on they walked, with the Chief taking point, through ruined streets hemmed in by small buildings no taller than three storeys. None of the civilians said anything to him, only whispering the occasional word to each other. They seemed content to let him guide them to safety.

At least until the child on his back decided to break that ice. "So, what's with your name? Are you a robot or something?"

She was trying to make small talk. He'd seen this before with civilians trapped in an active combat zone. They made small talk to distract themselves from the chaos around them. It was one of the things he never understood about civilians. He himself would rather stay focused on the situation if he were in their shoes. I would better his chances of survival.

But he figured it was his training saying that.

"It's a rank and callsign." He replied, taking her bait. Better to give her something to hang on to that to let her slowly begin to panic.

"So then what's your name?" She asked.

His response was automatic. "Classified."

"Why's it classified?"

"Classified."

"Yeah, but why's it classified?"

"I can't tell you."

"Why not?"

"Classified."

She grumbled in frustration and stopped asking questions shortly thereafter. He scanned the streets ahead for signs of hostiles. Maybe he could have handled that conversation a little better. She was pouting if the way she sank lower on his back was any indication.

Even with a lot of things about the Spartan program being declassified, most of it he was still forbidden from talking about.

"Don't feel bad Chief." Cortana said through his helmet speakers. "She'll bounce back. Kids are like that."

"How do you know?" He asked, genuinely wondering what experience Cortana had with civilian children.

"Oh, come on Chief! You should know by now that I know everything!" Cortana replied with a playful haughtiness that let him know she was only _partially_ joking. She was still a damn sight smarter than he was.

He switched subjects. "Update on the civilians?"

"Still hunkered down. We're getting close." The AI responded. He checked the waypoint distance and found it at less than 100 meters. "Be advised Spartan, I'm picking up a lot of movement ahead. Way too much to be the civilians. We're about to get busy."

"We?"

"Okay. _You're_ about to get busy." She corrected. All joking aside, he was also picking up movement as well on the motion tracker and prepped himself for hostile contact as he rounded the next bend. He spotted his target, a large stone building with a stone wooden roof. It was arrayed lengthwise with a set of large double doors placed on the closest end of the building to the Chief, and they were closed up tight.

And with good reason. The building was absolutely _surrounded_ by the creatures. He counted at least twenty from a quick glance. But on the other hand, he could see people inside through the windows, holding weapons in preparation to defend the building. The creatures outside were pacing, eyes locked onto those people inside.

They were waiting for a gap in the defenses to strike.

He held up a closed fist, motioning for the civilians behind him to stop and ducked back into cover behind the wall of a nearby building. "We have hostiles up ahead." He reported to his charges. Their reactions were immediate.

"Hostiles?" The mother asked, eyes wide as saucers.

"Yeah, that was…a _lot_ of Grimm." The Child on his back added. Grimm? That must be what those creatures were called around here.

The color seemed to drain from the other civilian's faces. Evidently, they knew the danger these things posed. "So then what do we do?" Asked the father, holding onto the smaller child tightly.

The Chief took another quick glance around the wall, making sure the enemy were still holding their positions. Aside from shifting around as they paced back and forth, probing the building's defenses, they were still roughly where he'd seen them last.

He needed to get the civilians inside that building. They'd be safer in there than out here. Now the problem was how to do that?

Under normal circumstances, he'd simply run forward and gun them down, giving him plenty of time to get the civilians inside after dealing with the problem lurking outside. But his ammo count was getting perilously low, and he needed to conserve as much as he could.

But maybe he didn't necessarily need to kill the enemy to get the civilians inside the building. He could move forward and engage the enemy in close-quarters combat, taking them down and punching a hole towards the doors, using what ammo he had to keep the creatures of the civilians.

He pulled back into cover and turned to his charges, who were nervously shifting and looking to each other frantically. They were frightened. But he needed them to keep focused if the plan forming in his head was going to work.

"We need to get inside that building." He said, motioning around the corner.

"The town hall?" Asked the mother. "How?"

"I'm going to clear a path and keep them off you." He replied. "When I move, you run for those doors. You don't stop for anything and you don't go anywhere except forward. Understood?"

The family shared a brief look before the mother nodded. "Good." He said before motioning to the child on his back. "I'll need someone to carry her."

"What?" The child asked. "Why can't I stay with you?"

"Because I can't fight as effectively with you on my back." He replied.

"I'll take her." The father replied, passing the five-year-old to the mother. The Chief meanwhile, kneeled to let the child on his back get off. He heard her let out a pained hiss as she put her weight back on her injured foot. Nonetheless she was soon riding piggyback on the other man's back.

Now with the civilians in order, her once again leaned out of cover to check if the enemy still hadn't moved. They were still largely in position.

Perfect.

"Go!" He ordered a split second before he burst around cover and charged these Grimm creatures at a full Spartan sprint. He was sure he was outrunning the civilians, so he'd have to take quick glances to check on their progress.

He snapped his assault rifle onto the metallic plate on his back and drew his combat knife. He'd have to take the first few enemies down without a wasting a round of ammo if he wanted enough ammunition to keep the enemy off the civilians.

He reached the first creature before it had fully registered his presence. The Chief cocked his fist back before throwing a punch straight into the side of its head. A spider web of cracks spread over the side of the skull-like plate on its head. It wasn't enough to kill it, but a knife to the throat was enough to put it down.

He continued at full sprint to the next enemy, and this one had enough of a warning to try and take a swipe at him. He tucked in his arms and head and shoulder checked the creature, ducking under the awkward swing and stunning the creature for the split second he needed to bury his knife in its chest. Ripping the knife up through the creature's throat before pulling it out, he continued towards the remaining hostiles.

The next one actually displayed some degree of intelligence, attempting to side-step the charging Spartan. Too bad it mistimed the move, giving the Chief plenty of time to adjust his course and drive his knife down onto its face, punching through the bony mask into where the brain would be. He had no idea if this thing even had a brain, but it still went down for good from the strike.

A quick check behind him confirmed that the civilians were running at full sprint towards the building, heading straight as fast as their legs could carry them. In comparison to a Spartan though, they weren't making very good time. So far, the creatures were focusing on him, but if they were as animalistic as he assumed, they'd soon turn their attention onto the civilians.

Another creature took a swing at him, white claws glinting as they came in high to strike the Spartan. He sidestepped left and the claws slipped by, glancing off his shoulder plate and dropping his shields by 10%. He grabbed the creature's wrist and twisted and was rewarded with the sound its bones snapping. It howled in pain for a few seconds before the Chief stuck his knife through its lower jaw.

He pulled the knife out only to come face to muzzle with a lunging beast, claws out stretched. The Chief ducked down low, letting it sail over his head before he pushed up with his shoulder into the creature's belly. It landed on its back with a mighty thump and had all of two seconds to try to scrabble to it's feet before the Spartan's boot planted itself on its throat and its skull was introduced the Helljumper Toothpick.

With the lane now clear he checked on the civilians. They were making good time, and they had almost caught up to him. Now though he needed to use what meager ammo he had left. He unlimbered his MA5 as one creature tried to take a bite out of the teenagers. The remains of the first clip brought it down. He swapped mags as fast as he could, putting a burst into another one's front legs and causing it to stumble before it could get close.

The civilians were now screaming at the building to get them to open the doors. A quick check over his shoulder saw the large doors opening wide enough for them to fit. They ran past him as he put quick bursts of fire into anything that tried to get close. He slowly backed up, keeping up the volume of fire as he fell back towards the doors.

He swapped to his last mag in the assault rifle as he cleared the door opening. He spotted one kid manning the door to his right. Couldn't have been a day over sixteen, clad in what looked like heavy plate strapped over a heavy brown jacket and blue jeans. On his back looked to be a large slab on interlocking metal plates on his back and he held what looked like a sawed-off shotgun in his left hand, using his right to brace the door.

"Close it." He ordered as he opened fired on the approaching swarm of creatures. The boy nodded as he and the other person manning the opposite door began pushing them closed. The Spartan continued to pour on the fire until the doors were closed, keeping the beasts out. A large, heavy crossbar fell across the doors with a mighty _thunk_. The doors were now sealed.

"Is everyone alright?" The Chief asked the room. A quick sweep revealed the civilians he'd rescued had all made it inside the building. The family was all huddled together with the parents checking over their children for injuries. The other child who'd ridden on his back for a while on the other hand was looking at him with a mixture of amazement and awe. He was used to getting looks like that, from both marine's and civilians.

It took him only a second to do a full head-count on the people in the room. 47 people total, some of whom were sporting additional body parts, like the child he'd first rescued. It wasn't limited to ears on the top of their heads though. Some had tails, others had horns, one girl seemed to have something akin to snake skin in patches on her face and arms. They were rarer than the regular humans it seemed, or maybe there were some that didn't have a noticeable difference.

"I'd say everyone is doing fine considering the circumstances." Said a dusty voice off to his left. Search for the source, he spotted a woman, possibly in her mid to late thirties, standing with one hand clutching what looked to be a seven-foot spear. The weapon's haft and blade didn't look to be made of solid pieces, but instead made of multiple interlocking parts colored varying shades of bright blue and steel grey. He could also see what looked to be a trigger mechanism folded into the haft.

The woman herself had dark skin and black hair. An eye patch covered her left eye, a scar stretched across her face from above her right brow to her left jawline, faded by time. Her one remaining eyes was colored a bright blue that seemed to glow in the low lighting of the building's interior. It matched the cape that wrapped around her shoulders stretched to her mid-back. The rest of her outfit consisted of a black dress shirt and matching blue pants, with her arms protected by vambraces.

Both her pants and cape appeared to be fairly ornately designed, with a pattern woven into the fabric in a slightly lighter blue that had a somewhat Celtic look to it. If a cursory glance at the other people in the room was any indication, she was someone of status. No one else wore clothes as nice as hers.

Though from what he could see, a lot of people were armed with rifles, spears or just whatever they could get their hands on. They were prepping to hold this position.

"Cyan Aspen." She said, offer him a handshake. "I'm the mayor of this town." The Chief took her hand and shook it as her expression soon turned dour. "…or what's left of it anyway."

"What's the situation?" He asked.

"Overrun obviously." She said, motioning outside the nearest window. One of those Grimm creatures walked by snarling just then. It was then he noticed the reason why they didn't start coming in through the windows. They wouldn't fit through the opening. "We've held them off so far, but our ammunition and food aren't infinite."

"How long could we hold this position?"

"A few days if we rationed everything." She stated. "I don't know who you are stranger, but thank you for getting our people back to us."

He nodded before raising his MA5 slightly. "Do you have any ammunition you can spare? I'm out."

She nodded in the gun's direction. "What's it take?"

"7.62mm rifle caliber." He didn't specify the round as FMJ-AP. He didn't expect an apparently civilian outfit to have armor piercing rounds.

Cyan tilted her head to the side. "That custom?"

"No." He should've figured that they wouldn't have 7.62mm rifle cartridges. He'd need another weapon then.

"Well, it sounds custom to me." She shrugged before motioning for him to follow. "Follow me, I'm sure we got something you can borrow for now."

"Thanks." He said as she led him to a back room the seemed to serve as a local armory of sorts. Rifles were placed on racks that lined the walls. Hunting rifles it looked like, with an overall pattern reminiscent of the 19th century Wincester rifle with an added box magazine instead of a tube feed system. Sidearms and ammo boxes were pilled on or near simple tables.

Cyan stepped inside, leaning her spear up against the wall before pulling one of the rifles off the racks and visually inspecting it. "So what's your name stranger?"

The Chief began inspecting another rifle, placing his spent MA5 on one of the nearby tables. "Just call me Master Chief for now."


	5. I'm Sorry, Were You Doing Something?

The Chief slid a magazine into his new rifle. The magazines for the rifles only had ten rounds in them, a lot less then he was hoping for. If previous experience was any indication, he'd bee going through at least a full mag of ammo for every enemy he dropped. Good news was that he was unlikely to run out of ammo anytime soon. Bad news is that he'd need to stay in or near the building. Not an option, not if he wanted to get these people out. So he was limited to eleven mags.

"So…" Cortana began, his external helmet speakers off. "I sure hope you've got a plan on getting us out and if you say your plan is to shoot our way out again, I'd advise you to think of a better one. I don't need to remind you that it's not just us this time."

"I know." He said to the AI before turning towards Cyan, who stood off to the side of the door with her spear in hand. He activated his helmet speakers. "Is there any way to contact reinforcements or evac?"

She nodded. "There was. We have a com tower linked to the CCT, but we're cut off from it. The Grimm hit us quick and we couldn't call for help."

"Where is it?"

"I don't know how you plan to get there." Cyan stated, stepping forward. "It's to the northeast of the town, where the Grimm hit us hardest. It's surrounded by them now."

"Chief," Cortana piped up. "That's the direction I'm getting that signal from! The one that got us here! It's not too far and if I can interface with the system I could begin broadcasting an SOS signal! With a little luck, someone'll be close enough to send reinforcements or backup!"

"I'll figure something out." Chief said to Cyan before leaving the armory and heading towards the entrance to the building.

"Where are you going?" The teen with the shield from earlier wondered as the Spartan approached.

"Out." He answered simply, pulling the cross bar up and out of the way.

"Alone?! To do what?!"

"Call for help." He opened the door just enough to squeeze through. "Close the door behind me." He told the teen, walking out while shouldering the rifle. The path was clear, though not for long. He could hear the Grimm growling out there, and they'd be taking a stab at him before long.

"Are you sure you can do this alone?" The teen asked him.

The Chief didn't answer, instead turning to the boy and saying: "Keep your people safe." He turned around and began moving back into the town.

"Good luck." He heard the teen say behind him, before the door slammed shut once again.

Now the Spartan was alone, no one to watch his back other than Cortana and his suit's motion tracker.

"Waypoint's up Chief." Cortana reported, a diamond shaped icon showing the direction of the com tower. "Let's get this done."

He didn't need to be told twice. He began to move, winding through streets with the rifle at the ready. "Contacts left. Three of them." Cortana reported and the Chief swung the rifle towards a street to the left. Three Grimm came charging around the corner and bolted for him, claws outstretched.

He sighted up the closest Grimm and opened fire. One shot out and he cycled the action, placing another round in the chamber. The creature staggered with the shot, thrown off balance far more than it should have when the round impacted its shoulder. His aim was off. The gun had more kickback than he was expecting.

He lined up a second shot, aiming center mass, and fired. The shot punched through its way into the creature's chest, and the Chief worked the action again for a third round. The Grimm pitched over backwards, landing dead on the ground.

Surprising, considering the size of the rounds he had in the mag. What did these people use as propellants?

No, not the time to question that.

He sighted up the next creature and put two rounds into it. It howled in pain, the rounds knocking it off its feet and causing it to crash to the ground. He switched to the third and it dropped with three rounds, the killing shot going straight through the bony plate on its head. The Grimm slid to a stop about two inches from the Spartan's feet.

"Huh, that went well." Cortana said as the Chief stepped over the dead and dissipating creature. "Looks like these people know how to make guns. I would like to take a look at the propellants if we ever get access to a lab, see what they're made of. Pretty sure the UNSC would _love_ to get their hands on something that could drop a Brute in one shot."

"We need to find that com tower." He said, trying to get Cortana back on track as he moved through the streets. He sidled up to a building, checking around the corner for hostiles. Clear, he moved forward.

"Right, right, waypoint's still up." Cortana reported. "But _please_ don't tell me you're not at least a _little_ bit excited about how they make rifles with that much punch?"

"A question for later." Chief reminded her. "Right now, we have a job to do."

"Okay, fine. But you might want to get ready. You've got company waiting around the next bend."

He whipped around the corner, rifle ready. Seven more Grimm were waiting for him. He opened fire, plugging one of them with three rounds before they managed to react to his presence. He swapped mags as the Grimm charged, running on all fours towards the Spartan.

Most people would run away when charged by six angry wolf beasts. Spartan's on the other hand don't run, they _charge._ The Master Chief ran forward, firing as fast as he could work the action of the rifle. Two more Grimm went down at the cost of five rounds before the first Grimm lunged at him with a left-hand swipe.

The Chief ducked under the swipe and planted his shoulder into the Grimm's stomach. He planted the muzzle of the rifle into its side and fired. It went down with a pained howl as another leapt at the Spartan. Chief plugged one shot into it's shoulder before sidestepping the attack and it hit the ground hard.

Quickly placing the rifle on the magnetic plate on his back, Chief drew his knife and sidearm, one of the pistols from the armory. A barebones looking semi-automatic. Another Grimm came in low, leaping for the Spartan's legs. He hopped over its claws, landing on it's back and slamming it into the ground. He put four shots into the creature's head, killing it.

The one he'd tackled was getting up again, two shots to the head put it back down.

"Chief watch out!" Cortana warned. He snapped his head towards a charging Grimm, claws outstretched inches from his visor. His left arm came up, knife in hand, and pushed the claws up and away from his face. They managed to graze across the top of his helmet and his shields flared. They dropped to 70%, and he quickly fired two rounds into its chest. The creature howled and staggered backward allowing the Spartan to thrust his knife into the creature's jaw.

Whipping the rifle off his back, he fired two rounds into a Grimm that made the mistake of trying to circle around him. One round went in through its throat, and it collapsed. He put the rifle back onto the magnetic plate and drew his two other weapons. One Grimm tried to give him a swipe with it's right-hand. He slashed his knife across its wrist as he ducked. One bullet to the leg brought it down on all fours and a second shot to the head killed it.

The last Grimm snarled at him, as if trying to intimidate the Spartan that had just brought down six of its fellows. That was almost sad. Almost. Chief raised his pistol and emptied the clip into the creature's chest. It collapsed, dead on the floor. Swapping mags before he stowed the weapons, he grabbed his rifle once again.

He continued, checking corners and collapsed or gutted buildings for more Grimm. As he went he saw more and more signs of the desolation these creatures had brought. Bodies were strewn about the streets, civilians, men women and children. To many this would be an overwhelming sight, but the Chief had seen this before. He'd seen this too many times before.

He buried what feelings he had and pressed on. It's not that the Spartan didn't care. On the contrary, he cared a lot. But he had a job to do, and if he let his emotions get the better of him, if he _failed_ his mission, 47 more would die.

He wouldn't let that happen. Save the living, grieve the dead later.

But then he noticed something. He saw the bodies of the Grimm's victims, but no Grimm other than the two groups he'd just run into ten minutes ago, and he was nearing the com tower according to Cortana's waypoint. Even if the Grimm had moved on, he doubted that all of them would have abandoned this area. He should have seen something by now. But no, there was nothing. Even on his motion tracker.

Something was off here.

"Wonder where our new friends went?" Cortana wondered aloud. She wasn't getting a good feeling about this too it seemed. "Think those things are smart enough to pull off an ambush?"

He rounded a corner and came upon the sight of a low, flat building with a single large telecom tower stretching high into the air. There looked to be a crater in the street off to the left of the building, must've been someone with a large improvised explosive trying to fight back. "Guess we'll find out." He said, before heading up towards the building's entrance. The heavy steel door only slowed the Spartan down, but didn't stop him as he shoved the door aside. A loud crash reverberated around the room a split-second later and he snapped his rifle up.

Taking a few steps into the room, he scanned the small entrance room. There was a desk on the other side of the room, with an entranceway that had at one point been closed off by double doors. Eventually he spotted the source of the noise. A shelving unit that had been jammed up against the door. Someone had tried to barricade the door.

Someone was in here.

He kept his rifle up as he made his way through the hallway on the other side of the double doors, checking the other rooms until he found what looked like the communications room. There was a computer terminal on the other side of the room. "Alright Chief, find an access port and I'll get to work." Cortana said. The Spartan cautiously made his way over to the terminal. He unplugged Cortana from his helmet, and held the data chip over the terminal. Cortana's avatar winked into existence and flickered into the computer, the screen blinking on as the whole system activated. "I'm in, and _whoa_ this system is _weird!"_

"Weird?" He asked. "How?"

"Just give me a second." The AI dismissed. "Huh, so that's what this place is called. Hold on." In a few moments, a humming noise began off to his left as the servers linked to the com tower powered up. "Okay we're transmitting, took me a bit to get used to this system. I initially _thought_ it would be based on UNSC programming language but its not any other-"

She was cut off when there was the creaking of an opening door coming from the hallway outside. "Cortana, transmit the SOS signal." The Chief ordered, bringing his rifle up. "We need to find out who's in here."

"Already transmitting on a loop. _Someone_ should hear us." Cortana reported, jumping back into her data chip, before the Chief put the chip back into his helmet. Exiting the room, he heard someone shifting the debris underfoot and there was a shadow coming from the room two doors down on the left. Whoever it was wasn't doing a good job of staying hidden.

He quietly moved over to the door, sidling up to the corner. He listened for who was on the other side, heard the crunching of shattered glass as someone stepped on it. He could hear their breathing, rapid, panicked. They were scared. Likely a civilian. They must've ducked in here for safety from the Grimm.

He moved around the door, rifle raised just in case this person wasn't friendly. He spotted a girl, about sixteen by the looks, wearing a burgundy red cropped jacket and matching pleated skirt, black leggings and knee-high boots. She had long, wavy pink hair and as she turned around, noticed her eyes were bright green.

And she was armed with a rifle-like weapon that looked way too big for someone her size. She didn't look an inch over 5'5". She'd noticed him come in and immediately reacted in a bad way. She yelped in surprise and pointed the rifle at him. He took in her features, and she didn't have full control over her faculties. She was going to shoot him, and there was nothing he was going to do to talk her down.

His training kicked in and he lunged, grabbing the weapon by its square-shaped barrel, and pushing it down and out of the way. She pulled the trigger and an explosion tore up the hallway behind him. He pushed her into the wall as lightly as he could with his shoulder, not wanting to hurt her. He didn't harm civilians, and she was plainly a civilian. His fist came down onto her wrist as he pulled her weapon away, ripping it from her grasp and tossing it to floor. "Stand down." He ordered, using his weight to wedge her to the wall.

She struggled, pushing on him with as much strength as she could muster. "GetoffgetoffGETOFF!" She screamed, kicking at his knees in an attempt to free herself. She could kick hard apparently, he could feel it through his Mjolnir, but she had no leverage and couldn't put enough force behind her kicks to truly affect the Spartan.

"Not until you stand down." He repeated. "I'm not here to hurt you."

It took a while but eventually she started to calm down and he let off the pressure, and stepped back. She…didn't look happy. On the contrary, she looked angry. Very angry. He considered neutralizing her as a potential threat for a brief moment before burying that idea. He hadn't exactly given the best first impression.

"Who the hell are you?" She growled, keeping herself pressed up against the wall. He eyes darted to her weapon and then back to him.

"Call me Master Chief." He said, keeping it simple. "I'm not here to hurt you."

"If you're not gonna hurt me then why'd you attack me?"

"You were armed and presented a potential threat. I attempted to neutralize that threat." He explained. "Sorry if I scared you."

He expression shifted from angry to confused. "Okay what?"

"You were armed and-"

She cut him off pulling away from the wall. "Yeah I got that but _what?!_ Who talks like that man?! Especially when there's Grimm running around!"

"I do." He answered simply.

"…okay." She said, before nodding to her weapon, now on the floor behind him. "Can I have my weapon back now?"

He considered it. Civilians usually didn't know how to use weapons in a stressful situation. They weren't trained in that mindset. They usually shot blindly at whatever shot at them, with no regard for squad tactics.

On the other hand, he didn't want to be looking over his shoulder to make sure she was okay. Not with the distance he had to cover to get back to the safehouse the other civilians were in. Not to mention that when she shot at him, she'd been trying to fire from the shoulder even though she was frightened. Civilians tended to fire from the hip and the fact that she didn't implied that she'd been trained in marksmanship. She knew how to handle a gun.

He bent down and grabbed the rifle. "And what would you do if I gave it back to you?"

"Shoot any Grimm that gets in here, what else would I do?" She asked, motioning for him to give her the gun. "Besides, that's my weapon. I'd kinda like it back regardless. I spent a lot to get it y'know."

He handed it back to her, and to his genuine surprise, instead of just taking it, she inspected it for damage and checked her ammo count. He got a good look at the round it took. Large, possible 25-30mm shells whose tips seemed to glow red. Specialty ammunition? Evidently these people were lax on what constituted a civilian-grade or even militia-grade weapon.

"So what are you doing here?" She asked, as she loaded the mag back into her weapon. If he had to guess, she had a max of four shots before she'd need to reload. She'd fired once, that left her three in the mag.

"I came to send out a distress call." He replied, turning and exiting the room. "I accomplished that objective, now I'm getting you out of here and back to a secure location."

She nodded and followed, but she seemed to suddenly become nervous. "O-okay sure uh. Good thing you showed up then because I don't think I could get the tower to work. Or get passed that Deathstalker outside." He paused, wondering what a 'Deathstalker' was. "How'd you get past it anyway?"

"I didn't. This 'Deathstalker' wasn't there." He stated.

"Wait, so it _didn't_ attack you?! It's underground and it nearly got me with its tail! That's why I hid in here!"

Then he thought back to the outside of the building. That crater he'd spotted off to the left. It wasn't a crater, but a hole. The Grimm hadn't moved on, they were avoiding this area. This Deathstalker, whatever it was, had scared them off and dug in near the building. "We need to move. _Now."_ He ordered, making a brisk pace for the exit and drawing his rifle.

The girl followed, her own weapon up and at the ready. He'd walked right into the enemy's den without even knowing it. Rookie mistake, and now he had a civilian who he needed to get out.

The two exited the building and made it all off I've steps out of the door before the ground started to shake. He stopped as he saw the street before him buckle and swell up. Something came up, a large tail with a glowing yellow stinger popped out ground first, followed closely by a black and white scorpion creature the size of a Grizzly tank. It let out a shrill screech, pincers snapping as it red eyes locked onto the Spartan and the girl next to him.

"THAT'S THE DEATHSTALKER I WAS TALKING ABOUT!" The girl shrieked, taking a few cautious steps back. The Master Chief leveled his rifle as the creature continued digging itself out of the ground. It looked similar to the Grimm in that it shared the armored white plates and black fleshier areas. Perhaps a kind of subspecies?

"You might want to _move_ Spartan!" Cortana shouted in his ear. "I don't think it's friendly!" As if to punctuate her statement, the beast let out another screech as if finally freed its legs. The Chief did the only thing he really could do in this situation.

He grabbed the girl and _moved._

-[]-[]-[]-

Ozpin wasn't having the most pleasant of nights. He'd gone over the list of potential Beacon candidates for next year, and had unfortunately gotten to bed late. His addiction to coffee hadn't helped him find sleep admittedly. Perhaps it was time to cut down?

So when his scroll began beeping at him incessantly, he let out an uncharacteristic grumble and grabbed it off his bedside table. Opening it and answering the call he was greeted by the, unkempt face of Professor Goodwitch. Evidently she'd only just gotten out of bed. He quickly checked the time. 2:37am.

"Glynda." He greeted. "To what do I owe the pleasure?"

"Ozpin, we have a situation." Glinda said firmly, jumping right to the point. "We're getting a distress call from Lilac Falls, they're under attack by the Grimm."

Ozpin's eyes narrowed. Lilac Falls was a rather large settlement on the outskirts of the kingdom. It was big enough that it could easily keep the Grimm out. "How?"

"I don't know sir. This distress call is all I've received on the situation." Glynda replied, as she inputted a few commands into her scroll. Soon the voice of a woman _distinctly_ unlike Glynda's came through his scroll.

"Mayday, mayday, mayday. Lilac Falls under attack by Grimm. Requesting immediate reinforcement and evac. Cannot hold position. Mayday, mayday, mayday…"

Glynda stopped the recording. "It repeats after that."

"I see." He acknowledged. He found himself…intrigued by that distress call. Something about it seemed off to him. It sounded…military. Not something that he would from a settlement outside Vale.

But back to more pressing matters than figuring out the mystery. "Glynda, isn't Team CVFY in the area?"

She nodded. "Yes, they were on a mission and just reported back stating they've completed it."

"Good, send them over to check into it. If it is a Grimm attack they are to assist in any way possible. In the meantime, dispatch bullheads of our own with Teams SLBR and VILT to help evacuate the townsfolk." He ordered calmly.

"Yes Ozpin. I'll keep you posted." Glynda hung up.

Ozpin settled back down into his bed. Perhaps he could get a few more hours of sleep before undoubtedly being woken again. It would be another sleepless night it seemed.


	6. Buggers are Juicing

Coco rubbed her eyes behind her shades, trying to work off the last bit of drowsiness still clinging to her like stink on a skunk. She and her team had just cleared out a Grimm nest and were all equally exhausted. And now there was a Grimm attack going on in Lilac Falls. So much for curling up in bed for her beauty sleep.

She looked to the rest of her team. Velvet had started to develop bags under her eyes, but for the most part the timid Faunus was alert, going over her camera and double checking it for damage. Yatsuhashi was as impassive as ever, checking the edge of his massive blade. He must have found a nick in it that he'd have to work out of it later, based on the way he was spending so much time inspecting one section of the blade. Fox held back a yawn, but he had a tendency to slip into a kind of lethargic state when outside of combat. He'd bounce back.

Coco herself doublechecked her weapon for anything that might compromise it during the mission. Aside from some twigs suck between the barrels and dirt caked on the metal plates there wasn't much she could see causing an issue. She'd have to give her weapon a good scrub-down after returning to Beacon though.

"So how bad is it?" Fox asked, leaning over and resting his arms on his knees.

Coco shrugged in response. "No idea. But that's what we've gotta find out. We get there, we figure out how bad it is, and depending on that we either repel the Grimm or we evacuate the townspeople."

"Do we have backup?" Yatsu asked, resting his sword across his lap.

"Teams SLBR and VILT are supposed to be on their way as backup, but they won't be there until at least thirty minutes after we land."

"Still, it's crazy…" Fox said with a sigh. "I mean, Lilac Falls? That place is pretty big for a frontier town, and for the Grimm to attack it there must have been a large population."

"Have you been to Lilac Falls, Fox?" Velvet questioned.

"Once with my uncle." Fox said with a nod. "He had to pick up something there when I was thirteen and I tagged along. I expected to see a small place hastily thrown together from whatever was lying around. It was a lot bigger than I expected. Probably a good 1000 people living there if I had to guess."

Coco crossed her arms as she mulled over the implications of that in her head. At nearly a thousand people, there either needed to be a really high concentration of Grimm around, or there was one old enough to know how to crack its defenses and command the other Grimm somehow. Neither of which were very comforting thoughts.

Hopefully the town could hold out long enough for them to get there. She didn't want to think of the possibility of the townsfolk facing off against an elder Grimm…

"Hey." The Pilot spoke up over the intercom. "You might wanna get up here and check this out."

Coco was up and heading for the cockpit before the others. She needed to take her mind off of the thought of not reaching Lilac Falls in time. She'd seen what happened too many times already.

When she got to the cockpit, for a second she'd though those thoughts had come true. All around she saw signs of destruction outside the cockpit glass. The forest was burning, trees had been knocked over, and massive structures lay burned and broken all around the Bullhead flying above.

Then she looked again and noticed something odd. An engine, bigger than the very gunship they were flying in, was lying half-buried in the ground. The trees had been knocked down around it, knocked down by the blast of the impact. All around the fallen trunks were bits of debris.

A crash then.

But from the size of that engine, whatever crashed her was the size of an Atlesian Airship at the very least. Maybe even bigger.

"Whoa…" Fox mumbled.

Coco turned to the pilot. "How far away are we from Lilac Falls?"

"About five minutes away."

She nodded. "Right, let's focus on that first, then we can come check this out later." Team CVFY headed back to their seats in the troop bay.

Their team leader, as she strapped herself back in, couldn't help but think this was going to be a long, strange night for some reason.

"I need my damn coffee…" She grumbled.

"Did you just make a pun?"

"…you tell no one of this Velvet. _Not a soul_."

-[]-[]-[]-

"HEYLETGO!" The Girl screamed as the Spartan pulled her along, barely dodging the swipe of the massive Grimm's claws with his arm wrapped around her. He spun around, squeezing off two rounds from his rifle at the massive scorpion. Both shots bounced harmlessly off its carapace.

He didn't have time to curse his lack of anti-armor weaponry as the giant Grimm lunged at him, aiming to cleave the Spartan and his charge in half with its pincer. Still carrying the girl, who at this point was just trying to keep her eyes on the Grimm, he dove for the open doorway to a half-destroyed building. He got in just before the wall next to him exploded, the Grimm having knocked it down as it tried to grab the fleeing super-soldier.

"Hope that wall wasn't load bearing! Not that it matters much." Cortana quipped, referencing the building's lack of intact roof.

He shoulder-checked the closed door on the other side of the building, splintering the wood as he ran out into the street. He didn't have to look behind him to know when the Grimm bulldozed its way through the building in pursuit.

As he ran, he mulled over his options. He didn't have anything that could breach it's armor, but he didn't necessarily have to kill it. His primary objective was accomplished, he and Cortana had activated a distress beacon to call for help. As of now, all he needed to do was rendezvous with the survivors.

But he couldn't leave this thing to run amok, and he couldn't leave the girl he'd rescued to die. So he needed to stop this thing.

But again, that didn't necessarily mean he had to kill it.

It had eight legs, as a real scorpion would, and compared to the rest of it they appeared to have less armored protection. Bad news was they were tucked in behind its pincers, and he didn't have faith that his rifle had the firepower to take them down. He'd have to skirt around behind it, but then it could simply turn its body around to track him, and keep its weapons pointed firmly in his direction. He didn't want to risk dodging the thing's strikes if he could help it. It was an unnecessary risk that could jeopardize his mission.

But to aim it's strikes, it needed to see. It had ten red glowing eyes on its face surrounded by white bony plate indicative of a Grimm. TO most it might've seemed intimidating.

To a Spartan, they were target practice.

He dropped the girl on her feet, and gave her a quick shoved. "Go! Keep moving!" He commanded, before turning and bracing the rifle with both hands. No point in risking one-handed precision shots at a pissed-off charging Grimm the size of a tank. He didn't bother looking behind him to see if the girl was still going, he could hear her footfalls getting farther away.

He aimed at the more obvious of the eyes and fired. The shot went home and the glowing red eye exploded. The Grimm ceased its charge and let out a shrill shriek of pain. He aimed at another one of its eyes and fired. The Grimm was now down two eyes and thrashing about in agony.

It continued to thrash about as the Chief continued to put more rounds into its face. The street was being torn up, half-destroyed and largely intact buildings on either side getting torn apart by the writhing black and white creature.

Three more of its eyes were shot out by the time the Grimm did something the Chief did not expect. It showed a degree of intelligence, covering its face with its pincers to protect its eyes. It advanced on him, slowly, cautiously, taking great care not to let the Spartan get a shot off at its face.

"Ohhh-kay, that's new!" Cortana commented as he backed up into a fighting retreat. "Could be a good idea to come up with a better strategy Spartan!"

The Grimm was getting a bit too close now for his liking, so he turned and bolted in the other direction. The creature behind him gave another shriek and charged after him. His eyes were locked forward, searching the streets for some way he could lose the Grimm. If he could shake it off his tail he could ambush it, take out some of its legs and limit its mobility. There was an intact building, one story, off to the left. If he played his cards right he could-.

His eyes spotted movement to the right. At the corner, down on one knee and aiming down the sights, was the girl he'd rescued earlier. Her weapon was trained on the Grimm behind him and from the way she was concentrating on it, she was about to shoot.

Why hadn't she run when he told her to?

A sharp crack and the gun's muzzle flashed, followed by a massive boom behind him. He heard the Grimm shriek and pavement crack and he turned to look behind him. The Grimm had been staggered, lying in the middle of the street surrounded by ash. The white of its carapace was blemished by soot on the right side of its head.

It got up and shook itself, likely to clear off any dizziness from the attack. It brought its pincers up to shield itself when the girl fired again, the round impacted the left pincer and detonated in a fiery explosion, knocking the massive creature off balance and exposing its face.

The Chief had his opportunity, he aimed once again for the eyes and opened fire. He knocked one out, and the surprise strike set the Grimm flailing in pain again, allowing him to take out another eye before its pincers went up. With only three working eyes left, the Grimm was forced to open and close its pincers to spot its quarry.

It was already half-blind now.

That meant blind spots he could take advantage of.

So, when the girl fired another shot into the Grimm, staggering it, he seized his chance. He took off in full sprint towards it, barreling towards one of its legs while it was recovering from the shot. He heard the girl shout at him to come back and not get close to it.

The Grimm recovered and tried to bring its claws down to stop the charging spartan. He ducked underneath and tucked in, slamming into the forward most leg on the left side of the creature. The exoskeleton buckled under the force of a half-ton man running at 50kph and it shrieked.

Quickly rolling off impact to keep himself standing, the Spartan slammed a fresh mag into his rifle and began pumping rounds into the closest leg, aiming for the joints where the exoskeleton would be weakest.

The joint burst from the two shots he put into it and the leg buckled under the weight of the creature. The Grimm shrieked again, this time in anger, and the golden yellow stinger on its tail dove for the Spartan. It didn't seem to be aimed with any precision, but it was big enough that it could rely somewhat on area of effect. So, the Spartan twisted out from under the strike, letting the stinger spear the pavement. The Grimm attempted to turn around to strike at the Chief, but now lacking two legs on the left side forced it to support its bulk with its left pincer and made its moves sluggish.

Just then the Chief heard a pair of feet approaching at full sprint, and he turned to see the girl charging the Grimm, hefting a sword as long as she was tall. When had she picked that up, and why did it look like it had pieces of her gun on it?

"Chief?" Cortana asked in disbelief. "Is that girl's gun also a sword?!"

She pulled the trigger on the weapons handled and a loud bang resounded throughout the empty street, a fiery explosion engulfing the blade as she brought it back in a heavy swing. The Grimm turned back to her and brought its right claw up to shield itself from the now red-hot sword.

"…which is now also on fire?"

With a defiant shout, the girl swung the weapon at the Grimm, the burning sword biting into the creature's claw and carving a deep gouge in the white armored plate. A shower of sparks flew in every direction along with pieces of bony carapace. The Grimm let out another shriek and recoiled its attention focused purely on the girl in front of it.

"Either that kid is gutsy as hell or has a death wish…" Cortana commented.

But she'd also given the Spartan a clean shot at taking out the other legs. Again, he shoulder-checked the nearest leg, the back most one on the right, buckling it and knocking the Grimm further off balance. Another loud bang and girl in front once again took a swing at it and carved another deep channel into its claw. Already dangerously off balance, the Grimm lost its footing and crashed to the ground. Seizing his chance, the Spartan leapt onto another one of its legs and used his weight to crush it out of shape. Another two-round bust took out another leg as he landed.

With only three working legs and two claws with poor leverage, the Deathstalker couldn't clamber to its feet. It thrashed violently, lashing out with its pincers and stinger at the girl. She bolted, quickly getting distance between herself and the squirming scorpion. It tried to drag itself after her as her weapon shifted back to its gun form.

In doing so it completely ignored the spartan now clambering onto its back.

The Chief kneeled on the back of its head, rifle attacked to the magplate as he reared his fist back and delivered a solid punch to its carapace. Cracks began to spider-web out from the impact point, buckling under the force of a Spartan's fist.

The Grimm bucked, trying to force the Spartan off its back. He ducked when its stinger tried to swat at him before delivering another punch. The cracks grew in sized and spread, and he reared back for another punch.

"Chief watch it!" Cortana warned and looked over his shoulder. The Grimm had its stinger poised high in the air preparing to bring it down on the Spartan's head. He jumped, throwing himself off its back as it brought the stinger down, it glanced off the armor plate just ahead of where the Spartan cracked it.

The Girl charged the immobile Grimm, bringing her sword back to strike it again. He was about to shout at her to stay back when the creature lashed out with its claws. She took the brunt of the strike as the Grimm backhanded her into a nearby wall, knocking the sword from her hands and sending it tumbling to the ground near the creature's head. The wall collapsed around the girl, burying her under a mound of rubble.

There was no way the girl would have survived that impact. It would have at least broken one of his own reinforced ribs had he taken that hit. A civilian had no chance of survival.

He'd gotten sloppy, and she'd paid the price for it…

He spied her weapon, lying on the ground outside the Grimm's reach and he went for it. This monster wouldn't live to kill again, not if he had anything to say about it.

Skirting around out of range of its strikes he ran to the front of the Grimm and picked the sword up off the ground. He could almost see its remaining eyes locking onto him just a split second too late. He drove the sword into its mouth, burying the 5-foot blade up to the hilt inside the Grimm. Its claws twitched and spasmed, seemingly unsure if they should try to strike the Spartan in front of it or if they should go for the blade.

The Grimm let out a screech that sounded closer to a dry wheeze. The Chief put more of his weight into the sword and twisted it in place and the Grimm's claws crashed to the ground as the life slipped away from the colossal scorpion.

He released his grip on the handle and stepped away from the now dead Grimm. He could see parts of it beginning to flake off to float away on some unseen wind. He turned to the pile of rubble that served as the girl's impromptu grave.

"You can't save them all Chief…" Cortana stated, sensing what he was thinking. He knew that already. Didn't mean it hurt any less to see them die. "Best we can do is report-."

Suddenly the rubble shifted and a hand began to slowly worm its way out from under the brick and mortar. The Girl was alive. Somehow.

Even for a Spartan, that was a whole new level of durable. And she wasn't even a Spartan.

"Okay, have you humans started making babies out of Titanium and I'm only _just now_ learning about this?" Cortana asked, the sheer confusion she was feeling seeping into her voice. "I mean, am I the only one here who thinks this is a _little_ on the impossible side?"

"No. You're not." He said, quickly putting himself back into his battlefield mentality. He approached the civilian who was now busy digging herself out of the remains of the wall. With half her torso now uncovered, he held out his hand for her to take.

With a muttered "thanks" she grabbed hold and he quickly yanked her out of the pile and onto her feet. "So, did we win?" She asked. Chief nodded over his should at the rapidly decomposing Grimm with the sword still stuck in its mouth. "Huh…well I guess that's pretty definitive." She said.

She quickly walked passed him towards the Grimm and then stopped. "Wait. Did you stab it with _my_ sword?" She asked, turning around and giving him a questioning grin. He nodded.

…

"That technically means I killed it, you know that right?" She said before grabbing the sword with both hands, placing her foot on its face and pulling the blade out.

"Kid. You just got knocked through a wall after getting smacked by a giant scorpion." Cortana chided through his internal helmet speakers. The girl wouldn't be able to hear it, but the Chief suspected her little rant was more for his benefit than any else's. "Now is _not_ the time to be making jokes!"

"Drop it." He ordered.

"Fine, fine! I'll just find some _other_ time to freak out about-." She stopped as the girl's sword suddenly transformed back into its rifle configuration. Cortana was silent in his head for a full second. An eternity in AI-time.

"I want one." His companion stated plainly.

"Figured you would." He retorted.

"You gonna get me one?"

"No."

"Aw! You _never_ get me anything nice!" Cortana complained before sighing. "Job first, wants second. We should probably get back to the town hall. Might be nice to let Cyan know that help's on the way. Besides, might be a good idea to get _her_ a once-over to make sure she's still in one piece." He spotted the civilian ahead, stretching out her back with a pained expression on her face. He could hear the joints in her back popping, and the grumbled complaints about "being sore for a week after this".

He gave her a quick tap on the shoulder, and soon the two were heading back through the deserted streets towards the town hall. Now it would just be a waiting game until the backup arrived.


End file.
